Responsibility for Taxes Clause Example from Business Contracts

Responsibility for Taxes. (a) Participant shall be solely responsible for the payment and withholding of all income, employment and other taxes attributable to Participant under this Agreement (the "Tax-Related Items"), and Participant shall timely remit all taxes to the Internal Revenue Service and any other required governmental agencies. The Participant further acknowledges and agrees that, during and after the Participant's termination of Service, Participant will indemnify, defend and hold the Company harmless from ...all taxes, interest, penalties, fees, damages, liabilities, obligations, losses and expenses arising from a failure or alleged failure to make the required reports and payments for income taxes. (b) Where the Company or the Employer is required by local laws in the Participant's country of residence (or country of employment, if different) to deduct or withhold any Tax-Related Items, then prior to the relevant taxable or taxable withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all such Tax-Related Items required to be withheld. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all such Tax-Related Items required to be withheld by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation, if any, paid to the Participant by the Company or the Employer; (ii) withholding from the proceeds from the sale of Shares acquired upon vesting, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization) including pursuant to a broker-assisted settlement; (iii) having the Company withhold Shares that the Participant otherwise would have received upon vesting of the Restricted Stock Units; or (iv) any other arrangement satisfactory to the Company or the Employer regarding payment of such Tax-Related Items. Depending on the withholding method, the Company or the Employer may withhold or account for any such Tax-Related Items by considering applicable statutory withholding rates (as determined by the Company or the Employer in good faith and in its sole discretion) or other applicable withholding rates. (c) Finally, where and to the extent that Section 4(b) is applicable, the Participant agrees to pay to the Company or the Employer any number of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company or the Employer may refuse to honor the vesting of the Restricted Stock Units, or refuse to deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items required to be deducted or withheld by the Company or the Employer. View More